I'm starting an LLC and I'm having trouble understanding the concept of resolutions. It seems pretty simple, but I'm afraid of getting it wrong. I have a lot of experience working with bylaws in various organizations; is a resolution essentially the same thing?

I've found some forms and articles online about what a resolution is, but very little on how to actually make one. What is the process for making a resolution? If you could provide some sort of example or link to examples, that would be spectacular.



A sample (a bit fussy) of an LLC resolution is here.

Usually, you just say, "the managers" (or managing members as the case may be) "of XYZ, LLC (the "Company") hereby resolves that the LLC shall do . . . . . Signed this __ day of _____, 2019 by ___________________ John Doe, Manager, and ____________________, Jane Roe, Manager." Then you put the signed and dated original in a file.

  • That's great! So it really is just an official record of a decision?
    – CMB
    Apr 4 '19 at 22:52
  • @CMB Yes. That is all that it is. Resolutions usually only matter when there are transactions between the LLC and insiders that are subject to more than one reasonable characterization to clarify the original intent in those transactions. Otherwise, third-parties can characterize them as they wish. This can be important, for example, when there is a dispute over whether a payment made to an owner was a distribution on account of equity ownership or a loan repayment or a new loan or compensation for services or rental income on assets used by the LLC.
    – ohwilleke
    Apr 4 '19 at 22:56

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